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METRO GROUP : ANNUAL REPORT 2011 : BUSINESS
→ GROUP MANAGEMENT REPORT : 8. REMUNERATiON REPORT
received €0.032 million, Mr Koch €0.119 million, Mr Muller
€0.139 million and Mr saveuse €0.115 million. During the financial
year 2011, an agreement was concluded to prematurely terminate
the employment contract of Dr Cordes, who left the
Management Board by mutual agreement as at the close of business
on 31 December 2011. a severance package agreement was
concluded with Dr Cordes as compensation for the remainder of
his employment contract (1 January 2012 to 31 october 2012).
This agreement includes both a fixed and a variable component.
The fixed component of €4.705 million paid in the financial year
2011 covers entitlements of Dr Cordes and makes allowance for
the development of perform ance and share-based payment
components based on conservative estimates. The variable component
of the severance agreement may result in additional
remuneration in 2012. as a variable severance agreement payment,
Dr Cordes is essentially entitled to the potential difference
between total performance-based remuneration that he would
have received as Chairman of the Management Board and the
amount already paid as part of the severance agreement. The
relevant pro visions created in 2011 amount to €0.729 million.
Total compensation of former members of the Management
Board in 2011
Benefits totalling €9.4 million (previous year: €27.4 million)
were provided to former members of the Management Boards
of MeTRo aG and the companies that were merged into
MeTRo aG as well as to their surviving dependants. The
described benefits provided to Dr Cordes after the end of
employment in the financial year 2011 are included in this figure.
The cash value of provisions for current pensions and pension
entitlements amounted to €47.8 million (previous year:
€48.3 million).
share-based compensation of executives
pursuant to the recommendation in subsection 7.1.3 of the
German Corporate Governance Code, the share-based
compensation of executives of MeTRo GRoUp will also be
reported in the following section.
share bonus programme 2004–2008
In addition to members of the Management Board, other
executives of MeTRo aG as well as managing directors and
executives of MeTRo GRoUp companies are eligible for this
programme. The term of the last tranche in 2008 ended in
July 2011 and was paid out during the reporting year. The
basis price was €41.92; the target share price was €48.21.
→ p. 143
Performance share plan 2009–2013
The performance share plan 2009-2013 applies not only to the
members of the Management Board, but also to other executives
of MeTRo aG as well as to managing directors and executives
of MeTRo GRoUp companies. Under this scheme, eligible
managers are given an individual target amount for the performance
share plan (target value) in accordance with the significance
of their functional responsibilities. The additional rules of
this plan correspond to provisions for the Management Board.
With the performance share plan, the share ownership guidelines
were also applied to this group of eligible individuals.
The required investment volume generally amounts to about
50 percent of the individual target value.
The value of the performance shares allotted in 2011
amounted to a total €18.0 million (previous year: €25.0 million)
at the time of the allotment and was calculated by external
experts using recognised financial-mathematical methods
(Monte Carlo simulation). The following conditions apply:
Performance share plan (tranches 2009 to 2011)
Three-month
Number of
Management Board
End of the average price performance shares
Tranche
blocking period before allotment as of 31/12/2011
2009 august 2012 €36.67 684,799
2010 august 2013 €42.91 661,527
2011 august 2014 €41.73 726,406
Compensation of members of the
supervisory Board
Remuneration of members of the supervisory Board is regulated
by § 13 of the articles of association of MeTRo aG. In addition
to reimbursement of cash expenses, the members of the
supervisory Board receive a fixed payment and a performancebased
payment. Fixed compensation amounts to €35,000 for
every ordinary member of the Board. The performance-based
remuneration component is based on earnings before taxes and
non-controlling interests (eBT) in the MeTRo aG financial statements.
each member of the supervisory Board receives €600
per €25 million in eBT exceeding an average eBT of €100 million
for the financial year 2011 and the two preceding years. For the
financial year 2011, performance-based remuneration totalled
€30,824 for each ordinary member. The value added tax payable
to the fixed and performance-based compensation is reimbursed
to the members of the supervisory Board in accordance
with § 13 section 5 of MeTRo aG’s articles of association.